X0202 SCHEDULE 13D/A 0001641172-25-025472 0002047276 XXXXXXXX LIVE 12 Class A ordinary shares, par value $0.0001 per share 05/14/2026 false 0001729173 91818X108 Uxin Ltd

21/F, Donghuang Building No. 16 Guangshun South Avenue, Chaoyang Beijing F4 100102

Ning Zhang 852-3551-8690 19th Floor, Edinburgh Tower The Landmark, 15 Queen's Road Central Hong Kong K3 000000 0002047276 N Astral Success Limited OO N D8 17496912310.00 0.00 17496912310.00 0.00 17496912310.00 N 26.5 CO Note to 7 and 9: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001757920 N Joy Capital Opportunity, L.P. OO N E9 0.00 17496912310.00 0.00 17496912310.00 17496912310.00 N 26.5 PN Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001757900 N Joy Capital Opportunity GP, L.P. OO N E9 0.00 17496912310.00 0.00 17496912310.00 17496912310.00 N 26.5 PN Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001715080 N Joy Capital II, L.P. OO N E9 0.00 17496912310.00 0.00 17496912310.00 17496912310.00 N 26.5 PN Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. Y Joy Capital II GP, L.P. OO N E9 0.00 17496912310.00 0.00 17496912310.00 17496912310.00 N 26.5 PN Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001782835 N Joy Capital III, L.P. OO N E9 1263486900.00 17496912310.00 1263486900.00 17496912310.00 18760399210.00 N 28.4 PN Note to 7 and 9: Represents 1,263,486,900 Class A Ordinary Shares of the Issuer held of record by Joy III. Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001782893 N Joy Capital III GP, L.P. OO N E9 0.00 18760399210.00 0.00 18760399210.00 18760399210.00 N 28.4 PN Note to 8 and 10: Represents 18,760,399,210 Class A Ordinary Shares of the Issuer held of record by Astral and Joy III, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. Y Joy Capital GP, Ltd. OO N E9 0.00 20579308546.00 0.00 20579308546.00 20579308546.00 N 31.2 OO Note to 8 and 10: Represents 20,579,308,546 Class A Ordinary Shares of the Issuer held of record by Astral, Joy III and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (iii) 1,818,909,336 Class A Ordinary Shares held by Brightest. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001926452 N Joy Capital IV, L.P. OO N E9 0.00 19315821646.00 0.00 19315821646.00 19315821646.00 N 29.3 PN Note to 8 and 10: Represents 19,315,821,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 0001926404 N Joy Capital IV GP, L.P. OO N E9 0.00 19315821646.00 0.00 19315821646.00 19315821646.00 N 29.3 PN Note to 8 and 10: Represents 19,315,821,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. Y BRIGHTEST SKY LIMITED OO N D8 1818909336.00 0.00 1818909336.00 0.00 1818909336.00 N 2.8 CO Note to 7 and 9: Represents 1,818,909,336 Class A Ordinary Shares of the Issuer held of record by Brightest. Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. Class A ordinary shares, par value $0.0001 per share Uxin Ltd 21/F, Donghuang Building No. 16 Guangshun South Avenue, Chaoyang Beijing F4 100102 This Amendment No. 12 to the statement on Schedule 13D (this "Amendment") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares"), of Uxin Limited, a company organized under the laws of the Cayman Islands (the "Issuer"). This Amendment supplements and amends the statement on Schedule 13D, Schedule 13D Amendment No. 1, Schedule 13D Amendment No. 2, Schedule 13D Amendment No. 3, Schedule 13D Amendment No. 4, Schedule 13D Amendment No. 5, Schedule 13D Amendment No. 6, Schedule 13D Amendment No. 7, Schedule 13D Amendment No. 8, Schedule 13D Amendment No. 9, Schedule 13D Amendment No. 10 and Schedule 13D Amendment No. 11 filed on July 22, 2021, November 16, 2021, January 26, 2022, March 29, 2022, July 5, 2022, August 2, 2022, January 19, 2023, June 7, 2023, August 23, 2023, March 26, 2024, January 15, 2025 and August 26, 2025, respectively (as amended, the "Initial Statements"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statements. Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable. Item 3 of the Initial Statements is hereby amended and supplemented by adding the following two paragraphs to the end: On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration. The funds used by Joy III to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Joy III acquired indirect equity interest of the Issuer) were from the investment capital contributed to Joy III by its investors. On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration. The funds used by Brightest to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Brightest acquired indirect equity interest of the Issuer) were from the investment capital contributed to Brightest by Joy IV. Item 5 (a-b) of the Initial Statements is hereby amended by (i) restating the first paragraph of Item 5 (a-b) with the first paragraph below, and (ii) adding the second and third paragraphs below to the end: The information in the cover pages of this Schedule 13D is incorporated by reference. The calculation of the beneficial ownership percentage of the outstanding Class A Ordinary Shares is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act and assumes that there is currently a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. The Reporting Persons' beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest. On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration. On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration. Astral Success Limited /s/ Erhai Liu 05/15/2026 Joy Capital Opportunity, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital Opportunity GP, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital II, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital II GP, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital III, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital III GP, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital GP, Ltd. /s/ Erhai Liu 05/15/2026 Joy Capital IV, L.P. /s/ Erhai Liu 05/15/2026 Joy Capital IV GP, L.P. /s/ Erhai Liu 05/15/2026 BRIGHTEST SKY LIMITED /s/ Erhai Liu 05/15/2026